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- 4 - <br /> <br /> <br />Rights, related to the Service and related software and <br />documentation, including without limitation, any and all <br />upgrades, updates, improvements, fixes, additions, <br />enhancements, modifications and derivative works <br />thereto, shall remain with BiblioCommons. Nothing in <br />this Agreement shall grant to either Party any ownership <br />or other Intellectual Property Rights of the other Party <br />other than as expressly set out in this Agreement. Nothing <br />in this Agreement shall grant to either Party any <br />ownership or any Intellectual Property Rights to content <br />generated by Users in connection with their use of the <br />Service. <br />4.2 Control of Trade-marks. <br />Subscriber acknowledges that “BiblioCommons” is a <br />trade-mark of BiblioCommons and shall not be used by <br />Subscriber except as expressly provided in this <br />Agreement and otherwise only with the written consent of <br />BiblioCommons and in accordance with any trade-mark <br />guidelines that may be provided by BiblioCommons from <br />time to time. <br />5. CONFIDENTIAL INFORMATION <br />5.1 Disclosure; Standard of Care. <br />Both parties recognize and agree to adhere to North <br />Carolina’s public records law, set forth at Chapter 132 of <br />the North Carolina General Statutes. <br />The Parties acknowledge that, in the course of this <br />Agreement, each Party (a “Disclosing Party”) may <br />disclose Confidential Information to the other (a <br />“Receiving Party”). Each Receiving Party shall hold <br />such Confidential Information in trust for the sole benefit <br />of the Disclosing Party. Each Receiving Party shall <br />protect the other Party’s Confidential Information from <br />unauthorized dissemination, disclosure and use with the <br />same degree of care that each such Party uses to protect <br />and safeguard its own like information, but not less than <br />a reasonable degree of care given the sensitivity and <br />strategic value of such Confidential Information. <br />Confidential Information shall be disclosed only to the <br />employees and subcontractors of the Receiving Party who <br />have a “need to know” and who have executed an internal <br />nondisclosure agreement at least as restrictive as the terms <br />of this Agreement. A Receiving Party shall not disclose <br />any Confidential Information to any third party without <br />first obtaining the Disclosing Party’s written consent to <br />such disclosure unless such disclosure is required by law. <br />A Receiving Party may further disclose Confidential <br />Information to such Party’s professional advisors in <br />connection with the negotiation and performance of this <br />Agreement and in connection with the advisor’s <br />consideration of disclosures that may be required by law, <br />provided such advisors are informed of the obligations of <br />confidentiality. In the event that a Receiving Party is <br />compelled to disclose a Disclosing Party’s Confidential <br />Information, in the course of litigation or otherwise, or a <br />compelled disclosure is reasonably anticipated, the <br />Receiving Party shall give immediate notice to the <br />Disclosing Party of such fact and shall provide all <br />reasonable cooperation to the Disclosing Party at the sole <br />expense of the Disclosing Party in obtaining a protective <br />order to prevent the disclosure of Confidential <br />Information. <br />6. WARRANTIES <br />6.1 BiblioCommons Warranties. <br />BiblioCommons hereby represents and warrants to <br />Subscriber that: (a) BiblioCommons is legally <br />incorporated and validly exists as a corporation under the <br />laws of Ontario; (b) BiblioCommons has the power and <br />authority to enter into the Subscriber Agreement; (c) The <br />individual signing this Agreement has the power and <br />authority to sign such documents; (d) It will use its <br />commercially reasonable efforts to maintain the systems <br />associated with the Service free from viruses, Trojans and <br />other harmful code; and (e) The Service will be performed <br />in a professional, workmanlike manner, commensurate <br />with industry practices within the industry in which <br />BiblioCommons operates. <br />6.2 Subscriber Warranties. <br />Subscriber hereby represents and warrants to <br />BiblioCommons that: (a) Subscriber is a [legal entity] <br />corporation under the laws of [insert jurisdiction]; (b) <br />Subscriber has the power and authority to enter into the <br />Subscriber Agreement; (c) the individual signing this <br />Agreement has the power and authority to sign such <br />documents; and (d) Subscriber will use commercially <br />reasonable efforts to avoid transmitting to <br />BiblioCommons any viruses, Trojans and other harmful <br />code. <br />6.3 Warranty Disclaimer. <br />BiblioCommons provides the Service using a <br />commercially reasonable level of skill and care and <br />BiblioCommons hopes that its customers (including <br />both library staff and patrons) will enjoy accessing <br />and using these Services. However, there are certain <br />things that BiblioCommons does not promise about <br />the Services. Some jurisdictions provide for certain <br />warranties, like the implied warranty of <br />merchantability and fitness for a particular purpose. <br />BiblioCommons will honour its statutory <br />Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679